$5.68 Billion Acquisition of tw telecom by Level 3

June 16, 2014

Cleary Gottlieb is representing Rothschild, as financial advisor to the Board of Directors of Level 3 Communications, Inc. one of the country‚Äôs biggest providers of back-end Internet services, in connection with its $5.68 billion acquisition of tw telecom. Under the terms of the merger agreement, each share of tw telecom common stock will be exchanged for $10.00 in cash and 0.70 of a share of Level 3 common stock.

The merger, which was announced on June 16, 2014, is expected to close in the fourth quarter of 2014 and is subject to regulatory approvals and approval of both Level 3 Communications and tw telecom stockholders.

tw telecom, which was created in 1993 as a joint venture between Time Warner and U.S. West, provides businesses with a wide range of communications offerings like high-speed Internet access and voice and data services. Level 3 operates and leases out fiber-optic communications networks to telecom carriers for voice and data communication and connects more than 60 countries in North America, Latin America, Europe and a portion of the Asia/Pacific region.